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https://www.allbusiness.com/liability-issues-for-officers-and-directors-513-1.html#:~:text=Liability%20can%20exist%20for%20officers%20and%20directors%20when,corporation%2C%20or%20commit%20a%20crime%20or%20wrongful%20act.
https://www.upcounsel.com/personal-liability-of-corporate-officers
To prevent corporate officers from being held personally liable, corporations will take out insurance policies for its directors and officers in the hope that it will cover detrimental events that could expose an officer. Illegal actions can also leave an officer personally liable, even those actions performed under the umbrella of the corporation.
https://www.allbusiness.com/liability-issues-for-officers-and-directors-513-1.html
Officers and directors may be personally liable for financial harm caused to the corporation if they: Breach their duty of care to the corporation. Breach their duty of loyalty to the corporation. Misappropriate a corporate asset for personal use or use by another business. Commingle personal and business assets.
https://corpgov.law.harvard.edu/2021/02/21/recent-trends-in-officer-liability/
AmerisourceBergan Corp., in the context of resolving a books and records demand seeking “senior management materials,” the Court of Chancery expanded on officer liability, reiterating the longstanding principle that officers are “corporate fiduciaries” who “owe the same duties to the corporation and its stockholders as directors.” The court further explained that …
https://corporate.findlaw.com/corporate-governance/issues-in-directors-amp-officers-liability-litigation.html
The CBCA broadly provides that a company may indemnify a director or officer for liability only if the director or officer acted honestly and in good faith with a view to the best interests of the corporation.20 It further states that a company must indemnify a director or officer if, in acting honestly and in good faith with a view to the best interests of the …
https://www.upcounsel.com/corporate-legal-liability
https://www.archindy.org/finance/files/incorporation/Liability%20Issues%20for%20Officers%20and%20Directors.pdf
Directors and officers liability insurance (often called insurance) is . D&O liability insurance payable to the directors and officers of a company, or to the organization(s) itself, to cover damages or defense costs in the event they suffer such losses as a result of a lawsuit for alleged wrongful acts while acting in their capacity as directors and officers for the organization.
http://www.salestaxstrategies.com/wp-content/uploads/2016/01/whitepaper-Corporate-Officer-Liability-GA.pdf
The mere holding of a corporate office does not, in and of itself, automatically make that officer potentially liable for unpaid or unremitted tax. That officer must first have control or supervision of the tax and the failure to pay the tax must be willful. If a person knows or should know that sales tax are due
https://www.wolfbaldwin.com/articles/small-business-articles/liability-of-officers-and-directors/
The legal theories for imposition of personal liability on corporate officers are nothing new. In fact, they should appeal to common sense. Simply put, Pennsylvania law provides that a corporate officer may be personally liable for fraud if he personally participates in wrongful acts. Punitive damages may also attach to such tortious conduct.
https://www.stimmel-law.com/en/articles/corporate-officers-duties-and-fiduciary-responsibilities
Within the limits of their fiduciary duty, both directors and officers can take reasonable business risks, direct corporate business and affairs and make innocent mistakes without incurring the liability of claims of other owners as to their failures and the resultant judicial scrutiny. Most courts will not second guess such decisions.
https://corpgov.law.harvard.edu/2017/07/05/the-responsible-corporate-officer-doctrine-survives-to-perplex-corporate-boards/
The RCOD is a controversial strict liability theory interpreted by the government as permitting (in certain circumstances) the prosecution of corporate officers and directors for misdemeanor criminal offenses—without the need to establish their intent or personal involvement in wrongful conduct.
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